What Is an LLC in New Mexico?
A limited liability company is a business entity formed under the New Mexico Limited Liability Company Act (NMSA 1978 §§ 53-19-1 through 53-19-74) that shields its owners, called members, from personal liability for the company’s debts while providing flexible management and pass-through federal tax treatment. One or more persons may form and operate a New Mexico LLC, including as a single-member entity.
Members are generally not personally liable for the LLC’s obligations beyond their investment in the company. An LLC may be managed directly by its members or by one or more designated managers, depending on whether the articles of organization include a management designation under NMSA 1978 § 53-19-15. By default, a single-member LLC is treated as a disregarded entity and a multi-member LLC as a partnership for federal income tax purposes; either may elect corporate taxation by filing IRS Form 8832. Members govern the LLC’s internal affairs through an operating agreement, which may modify many of the statute’s default rules.
New Mexico imposes no annual report requirement and no franchise tax on LLCs, making it one of the least burdensome states for ongoing LLC maintenance. LLCs engaged in business in the state are, however, subject to New Mexico’s gross receipts tax instead of a traditional sales tax.
New Mexico LLC Name Search
The LLC’s name must be distinguishable on the records of the Secretary of State from the name of every other limited liability company, limited partnership, and corporation on file. Under NMSA 1978 § 53-19-3, the name must contain one of the following designators: “Limited Liability Company,” “Limited Company,” “L.L.C.,” “LLC,” “L.C.,” or “LC.” The word “Limited” may be abbreviated as “Ltd.” and the word “Company” as “Co.”
A name that is deceptively similar to an existing entity’s name on the Secretary of State’s records will be rejected when the articles of organization are submitted for review. Certain words, such as “bank,” “trust,” or “insurance,” may require additional licensing or regulatory approval before they can appear in an LLC name. The Secretary of State’s Online Filing Portal includes a business search function that allows an organizer to check whether a proposed name is available before filing.
Name Reservation: An organizer may reserve an available name for 120 days by filing an Application for Name Reservation through the Online Filing Portal and paying the $20 reservation fee established by NMSA 1978 § 53-19-63(H). Passing the online name search does not guarantee acceptance — the Secretary of State makes a final determination when the articles of organization are reviewed.
Choosing an LLC Registered Agent in New Mexico
Every LLC formed in New Mexico must continuously maintain a registered agent and a registered office in the state, as required by NMSA 1978 § 53-19-5. The registered agent is the person or entity designated to receive service of process, legal notices, and official correspondence on the LLC’s behalf. The registered office is the physical street address in New Mexico where the agent can be reached during normal business hours—a P.O. Box does not satisfy this requirement.
An individual serving as a registered agent must be a New Mexico resident with a physical street address in the state. An entity may serve as a registered agent if it is a domestic entity or a foreign entity authorized to do business in New Mexico. The LLC itself is not eligible to serve as its own registered agent.
Before an organizer names a registered agent in the articles of organization, the agent must consent to the appointment. Under NMSA 1978 § 53-19-9, the organizer must file with the articles of organization “the affidavit of the person appointed registered agent, accepting appointment as registered agent.” This affidavit is submitted alongside the articles through the Secretary of State’s online portal. Failing to maintain a registered agent can result in administrative revocation of the LLC’s good standing, which may prevent the company from maintaining lawsuits in New Mexico courts.
LLC Filing Requirements in New Mexico
An LLC is formed in New Mexico by filing articles of organization with the Secretary of State under NMSA 1978 § 53-19-7. The formation document is titled Domestic LLC Articles of Organization and is available through the Secretary of State’s Online Filing Portal. New Mexico no longer accepts paper filings — all business formation documents must be submitted electronically.
The articles of organization must include the following information, as outlined in NMSA 1978 § 53-19-8:
- The LLC’s name, including a required designator
- The street address of the registered office and the name of the registered agent at that address
- The LLC’s principal place of business, if different from the registered office
- The period of duration, if other than perpetual
- A statement indicating whether management is vested in one or more managers (if applicable)
- A statement indicating whether the LLC may operate as a single-member LLC (if applicable)
- Any additional provisions that the organizers choose to include for regulating the LLC’s internal affairs
The filing fee for the articles of organization is $50, as established by NMSA 1978 § 53-19-63(A). The organizer must also file the registered agent’s affidavit of acceptance with the articles.
Online: Filing is completed exclusively through the Secretary of State’s Online Filing Portal. First-time users must create an account before submitting any filings. Once logged in, all available forms appear under the “Forms” tab on the left side of the portal. The Secretary of State’s Business Services Division can be reached at 505-827-3600 for filing questions.
Processing: The Secretary of State reviews the articles upon submission. When the filing is accepted, and the fee has been paid, the office endorses the articles as “filed” with the date of acceptance and returns a duplicate copy or electronic confirmation to the organizer. This serves as proof that the LLC has been legally formed.
Note: New Mexico does not require LLCs to file an annual report or a periodic report with the Secretary of State. Once the articles of organization are accepted, the LLC has no recurring state filing obligation with the Secretary of State’s office—a distinctive advantage over most other states.
How Much Does it Cost to Create an LLC in New Mexico?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Articles of Organization filing fee | Mandatory | $50 | At formation | NMSA 1978 § 53-19-63 |
| Name Reservation | Optional | $20 | Before formation, reserves name for 120 days | NMSA 1978 § 53-19-63(H) |
| Registered Agent affidavit | Mandatory (included with articles) | — | Filed with articles of organization | NMSA 1978 § 53-19-9 |
| Annual Report | — | — | Not required for New Mexico LLCs | NM Secretary of State – Business Services |
| Certificate of Good Standing | Optional | $25 | When needed for business purposes | NMSA 1978 § 53-19-63(E) |
| Amendment of Articles | Optional | $50 | When articles require changes | NMSA 1978 § 53-19-63(B) |
| Change of Registered Agent/Office | Optional | $20 | When the agent or office address changes | NMSA 1978 § 53-19-63(I) |
| Commercial Registered Agent fee | Optional | Varies | If using a professional registered agent service | — |
| Business Tax Registration (Form ACD-31015) | Mandatory if engaging in business | No fee | At or shortly after formation | NM Taxation and Revenue Department |
| EIN Application | Mandatory if LLC has employees; otherwise recommended | No fee | After formation | IRS EIN Online Application |
LLC Operating Agreement in New Mexico
New Mexico’s LLC Act defines an operating agreement as “a written agreement providing for the conduct of the business and affairs of a limited liability company,” per NMSA 1978 § 53-19-2. Unlike many states that recognize oral operating agreements, New Mexico requires the operating agreement to be in writing. The operating agreement is not filed with the Secretary of State — it is an internal governance document retained by the LLC and its members.
An operating agreement serves several critical functions, even though the Secretary of State never sees it. It establishes whether the LLC is member-managed or manager-managed, governs the allocation of profits and losses among members, sets terms for admitting new members or transferring membership interests, defines withdrawal and expulsion procedures, and outlines the dissolution and winding-up process. Without an operating agreement, the statutory default rules control—meaning management vests in the members under NMSA 1978 § 53-19-15, and profits and losses are allocated based on each member’s contributions under NMSA 1978 § 53-19-22.
A single-member LLC should also adopt a written operating agreement. The document reinforces the legal separation between the member’s personal assets and the LLC’s assets, which strengthens the limited liability protection that is the LLC’s primary purpose.
How to Get an EIN for an LLC in New Mexico
A federal Employer Identification Number (EIN) is a nine-digit number issued by the Internal Revenue Service that identifies the LLC for tax purposes. An EIN is required for any LLC that has employees, files certain federal tax returns, or withholds taxes on income paid to a nonresident alien. A single-member LLC with no employees is not strictly required to obtain one, but an EIN is generally needed to open a business bank account and is recommended for all LLCs.
The fastest method is the IRS EIN Online Application, which issues the number immediately upon completion. The online tool is available Monday through Friday, 6:00 a.m. to 1:00 a.m. (next day), Saturday 6:00 a.m. to 9:00 p.m., and Sunday 6:00 p.m. to midnight, Eastern Time. The applicant must have a valid Social Security Number or Individual Taxpayer Identification Number, and the LLC must already be formed with the Secretary of State before applying.
Alternatively, the organizer may complete IRS Form SS-4 and submit it by fax (approximately four business days for processing) or by mail (approximately four to five weeks). The application requires the name and Taxpayer Identification Number of the LLC’s responsible party — the individual who controls, manages, or directs the LLC and the disposition of its funds and assets. For a single-member LLC, this is typically the sole member. There is no fee to apply for an EIN.
Registering for State Taxes in New Mexico
Any LLC that engages in business in New Mexico must register with the New Mexico Taxation and Revenue Department to obtain a Business Tax Identification Number. New Mexico does not impose a traditional sales tax. Instead, the state levies a gross receipts tax (GRT) on businesses for the privilege of doing business in the state. The state GRT rate is 4.875%, but the combined rate — which includes county and municipal components—varies by location and can range from approximately 5.25% to over 9%, depending on where the business operates.
Registration is completed online through the Taxpayer Access Point (TAP) or by submitting Form ACD-31015, Business Tax Registration, to a district tax office. There is no fee to register. Upon approval, the LLC receives a Business Tax Identification Number used to report and pay gross receipts tax, compensating tax, and, if the LLC has employees, wage withholding tax.
New Mexico imposes a personal income tax on residents and on income earned within the state, so LLCs with employees must also register for wage withholding through the same Taxpayer Access Point. The state does not impose a separate franchise tax or entity-level income tax on LLCs that are taxed as pass-through entities for federal purposes.
Note: Because gross receipts tax rates differ across jurisdictions within the state, an LLC must use the location code corresponding to where its goods are delivered or services are performed. The Taxation and Revenue Department publishes a Gross Receipts Location Code and Tax Rate Map to assist businesses in determining the correct rate.
Registering as an Employer in New Mexico
An LLC that hires employees in New Mexico must register with multiple state agencies for unemployment insurance, income tax withholding, workers’ compensation coverage, and new hire reporting. These obligations apply as soon as the LLC has its first employee.
- Unemployment Insurance: Every employing unit performing services in New Mexico must register with the New Mexico Department of Workforce Solutions (NMDWS) through the Unemployment Insurance Tax Self-Service System. Upon registration, the LLC receives an Employer Account Number used for reporting wages and paying unemployment insurance contributions. The 2026 taxable wage base is $34,800 per employee.
- Wage Withholding: Because New Mexico levies a personal income tax, employers must withhold state income tax from employee wages. Registration for wage withholding is completed through the Taxpayer Access Point as part of the Business Tax Identification Number application. Withholding amounts are reported using Form TRD-41414.
- Workers’ Compensation: Under the New Mexico Workers’ Compensation Act, all employers with three or more workers must carry workers’ compensation insurance. Employers engaged in construction activities licensed by the Construction Industries Division must maintain coverage regardless of the number of employees. Coverage is obtained through private insurance carriers. In addition, every employer subject to the Act must pay a quarterly assessment fee of $2.55 per covered employee (with $2.25 withheld from each employee) to the Taxation and Revenue Department using Form TRD-41431. The Workers’ Compensation Administration oversees compliance and enforcement.
- New Hire Reporting: Federal and state law requires employers to report newly hired and rehired employees within 20 days of the hire date. Reporting is completed through the New Mexico New Hire Directory online portal or by phone at (888) 878-1607.
| Obligation | Agency | Registration Method |
| Unemployment Insurance | NM Department of Workforce Solutions | UI Tax Self-Service System |
| Wage Withholding | NM Taxation and Revenue Department | Taxpayer Access Point (TAP) |
| Workers’ Compensation Insurance | Private carriers; WCA oversees compliance | Obtain policy through an insurance agent; pay quarterly fee via TRD |
| New Hire Reporting | NM New Hire Directory | nm-newhire.com |
The LLC must also comply with federal employer obligations, including filing IRS Form 941 (quarterly payroll tax return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire.